<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Merrill Lynch & Co., Inc.
-----------------------------
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 13-2740599
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
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(Address of principal executive offices) (Zip Code)
</TABLE>
<TABLE>
<S> <C>
If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to
pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and is
Exchange Act and is effective pursuant effective pursuant to General
to General Instruction A.(c), please Instruction A.(d), please check the
check the following box. [x] following box. [ ]
</TABLE>
Securities Act registration statement file number to
which this form relates: 333-68747
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Russell 2000(R) Market Index American Stock Exchange
Target-Term Securities(R) due
July , 2006
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
"Market Index Target-Term Securities" is a registered service mark owned by
Merrill Lynch & Co., Inc.
<PAGE>
Item 1. Description of Registrant's Notes to be Registered.
---------------------------------------------------
The description of the general terms and provisions of the Russell
2000(R) Market Index Target-Term Securities(R) ("MITTS(R)") due July ,
2006 to be issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the
Preliminary Prospectus Supplement dated June 1, 1999, and the Prospectus dated
May 6, 1999, attached hereto as Exhibit 99(A) are hereby incorporated by
reference and contain certain proposed terms and provisions. The description of
the Notes contained in the Prospectus Supplement to be filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, under Registration
Statement Number 333-68747 which will contain the final terms and provisions of
the Notes, including the maturity date of the Notes, is hereby deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.
Item 2. Exhibits.
--------
99 (A) Preliminary Prospectus Supplement dated June 1, 1999, and
Prospectus dated May 6, 1999, (incorporated by reference to
registrant's filing pursuant to Rule 424 (b)).
99 (B) Form of Note.
99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase
Manhattan Bank, formerly Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company), dated as of April 1, 1983,
as amended and restated.*
Other securities issued by Merrill Lynch & Co., Inc. are listed on the
American Stock Exchange.
* Exhibit 99(C) is incorporated by reference from Exhibit (3) to Registrant's
Registration Statement on Form 8-A dated July 20, 1992.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
MERRILL LYNCH & CO., INC.
By: /s/ Andrea L. Dulberg
----------------------------------------------
Andrea L. Dulberg
Secretary
Date: July 14, 1999
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED JULY 14, 1999
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No.
- ----------
99 (A) Preliminary Prospectus Supplement dated
June 1, 1999, and Prospectus dated
May 6, 1999 (incorporated by reference to
registrant's filing pursuant to Rule 424 (b)).
99 (B) Form of Note.
99 (C) Copy of Indenture between Merrill Lynch & Co.,
Inc. and The Chase Manhattan Bank, formerly
Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company),
dated as of April 1, 1983, as amended and restated.*
* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to
Registrant's Registration Statement on Form 8-A dated July 20, 1992.
2
<PAGE>
Exhibit 99(B)
THIS MITTS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR MITTS
SECURITIES IN CERTIFICATED FORM, THIS MITTS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS MITTS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO MERRILL LYNCH &
CO., INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY MITTS SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-
25,000,000 Units
CUSIP 590188 413 (Each Unit representing $10 principal
amount of MITTS Securities)
MERRILL LYNCH & CO., INC.
Russell 2000(R) Market Index Target-Term Securities(R)
due July , 2006
("MITTS Securities")
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter
referred to as the "Company", which term includes any successor corporation
under the Indenture herein referred to), for value received, hereby promises to
pay to CEDE & CO., or its registered assigns, the principal sum of TWENTY-FIVE
MILLION DOLLARS ($25,000,000) (the "Principal Amount") plus the Supplemental
Redemption Amount, as defined below, if any, on July , 2006 (the "Stated
Maturity").
Payment or delivery of the Principal Amount and the Supplemental
Redemption Amount, if any, and any interest on any overdue amount thereof with
respect to this Security shall be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.
This MITTS Security is one of the series of Russell 2000(R) Market
Index Target-Term Securities due July , 2006.
<PAGE>
Supplemental Redemption Amount
The "Supplemental Redemption Amount" with respect to this MITTS
Security equals:
( Adjusted Ending Value-Starting Value )
Principal Amount x ( -------------------------------------- )
( Starting Value )
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The Starting Value equals . The Adjusted Ending Value will
be determined by Merrill Lynch, Pierce, Fenner & Smith (the "Calculation Agent")
and will equal the average or arithmetic mean of the closing values of the
Russell 2000(R) Index (the "Index"), as reduced by the application of the
Adjustment Factor on each Calculation Day (as defined below), determined on each
of the first five Calculation Days during the Calculation Period (as defined
below). If there are fewer than five Calculation Days in the Calculation Period,
the Adjusted Ending Value will equal the average or arithmetic mean of the
closing values of the Index on those Calculation Days, as reduced by the
application of the Adjustment Factor on each Calculation Day. If there is only
one Calculation Day, then the Adjusted Ending Value will equal the closing value
of the Index on that Calculation Day, as reduced by the application of the
Adjustment Factor on that Calculation Day. If no Calculation Days occur during
the Calculation Period, then the Adjusted Ending Value shall equal the closing
value of the Index determined on the last scheduled Index Business Day (as
defined below) in the Calculation Period, as reduced by the application of the
Adjustment Factor on that day, regardless of the occurrence of a Market
Disruption Event (as defined below) on that day.
The "Adjustment Factor" equals % per annum and will be prorated
based on a 365-day year and applied each calendar day during the term of the
MITTS Securities to reduce the values used to calculate the Supplemental
Redemption Amount on each Calculation Day during the Calculation Period.
The "Calculation Period" means the period from and including the
seventh scheduled Index Business Day prior to the Stated Maturity to and
including the second scheduled Index Business Day prior to the Stated Maturity.
"Calculation Day" means any Index Business Day during the Calculation
Period on which a Market Disruption Event has not occurred.
An "Index Business Day" is any day on which the New York Stock
Exchange (the "NYSE") and the American Stock Exchange (the "AMEX") are open for
trading and the Index or any Successor Index (as defined below) is calculated
and published.
All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, absent a determination by the
Calculation Agent of a manifest
<PAGE>
error, shall be conclusive for all purposes and binding on the Company and
Holders and beneficial owners of the MITTS Securities.
Adjustments to the Index; Market Disruption Events
If at any time Frank Russell Company ("FRC") changes its method of
calculating the Index, or the value of the Index changes, in any material
respect, or if the Index is in any other way modified so that the Index does
not, in the opinion of the Calculation Agent, fairly represent the value of the
Index had those changes or modifications not been made, then, from and after
that time, the Calculation Agent shall, at the close of business in New York,
New York, on each date that the closing value of the Index is to be calculated,
make any adjustments as, in the good faith judgment of the Calculation Agent,
may be necessary in order to arrive at a calculation of a value of a stock index
comparable to the Index as if those changes or modifications had not been made,
and calculate the closing value with reference to the Index, as adjusted.
Accordingly, if the method of calculating the Index is modified so that the
value of the Index is a fraction or a multiple of what it would have been if it
had not been modified, e.g., due to a split, then the Calculation Agent shall
adjust the Index in order to arrive at a value of the Index as if it had not
been modified, e.g., as if the split had not occurred.
"Market Disruption Event" means either of the following events as
determined by the Calculation Agent:
(A) the suspension or material limitation on trading for more than two hours of
trading, or during the one-half hour period preceding the close of trading
on the applicable exchange, in 20% or more of the stocks which then
comprise the Index; or
(B) the suspension or material limitation, in each case, for more than two
hours of trading, or during the one-half hour period preceding the close of
trading on the applicable exchange, whether by reason of movements in price
otherwise exceeding levels permitted by the relevant exchange or otherwise,
in option contracts or futures contracts related to the Index, or any
successor index, which are traded on any major U.S. exchange.
For the purpose of the above definition:
(1) a limitation on the hours in a trading day and/or number of days of
trading will not constitute a Market Disruption Event if it results
from an announced change in the regular business hours of the
relevant exchange and
(2) for the purpose of clause (A) above, any limitations on trading
during significant market fluctuations under NYSE Rule 80A, or any
applicable rule or regulation enacted or promulgated by the NYSE or
any other self regulatory organization or the Securities and
Exchange Commission of similar scope as determined by the
Calculation Agent, will be considered "material".
<PAGE>
Discontinuance of the Index
If FRC discontinues publication of the Index and FRC or another entity
publishes a successor or substitute index that the Calculation Agent determines,
in its sole discretion, to be comparable to the Index (any such index being
referred herein as a "Successor Index"), then, upon the Calculation Agent's
notification of such determination to the Trustee (as defined below) and the
Company, the Calculation Agent will substitute the Successor Index as calculated
by FRC or such other entity for the Index and calculate the closing value as
described above under "--Supplemental Redemption Amount". Upon any selection by
the Calculation Agent of a Successor Index, the Company shall promptly cause
notice to be given to Holders of the MITTS Securities by publication in a United
States newspaper of general circulation.
In the event that FRC discontinues publication of the Index and the
Calculation Agent does not select a Successor Index, or the Successor Index is
no longer published on any of the Calculation Days, the Calculation Agent will
compute a substitute value for the Index in accordance with the procedures last
used to calculate the Index before any discontinuance. If a Successor Index is
selected or the Calculation Agent calculates a value as a substitute for the
Index, the Successor Index or value will be used as a substitute for the Index
for all purposes, including for purposes of determining whether a Market
Disruption Event exists.
If FRC discontinues publication of the Index before the Calculation
Period and the Calculation Agent determines that no Successor Index is available
at that time, then on each Business Day (as defined below) until the earlier to
occur of the determination of the Adjusted Ending Value and a determination by
the Calculation Agent that a Successor Index is available, the Calculation Agent
will determine the value that would be used in computing the Supplemental
Redemption Amount as described in the preceding paragraph as if that day were a
Calculation Day. The Calculation Agent will cause notice of each value to be
published not less often than once each month in The Wall Street Journal or
another newspaper of general circulation, and arrange for information with
respect to these values to be made available by telephone.
A "Business Day" is any day on which the NYSE and the AMEX are open for
trading.
General
This MITTS Security is one of a duly authorized issue of securities of
the Company, issued and to be issued under an Indenture, dated as of April 1,
1983, as amended (herein referred to as the "Indenture"), between the Company
and The Chase Manhattan Bank , as Trustee (herein referred to as the "Trustee",
which term includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee and
the Holders of the MITTS Securities, and the terms upon which the MITTS
Securities are, and are to be, authenticated and delivered.
<PAGE>
The Company hereby covenants for the benefit of the Holders of the
MITTS Securities, to the extent permitted by applicable law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the MITTS Securities.
The MITTS Securities are not subject to redemption by the Company or
at the option of the Holder prior to the Stated Maturity.
In case an Event of Default with respect to any MITTS Securities shall
have occurred and be continuing, the amount payable to a Holder of a MITTS
Security upon any acceleration permitted by the MITTS Securities, with respect
to each $10 principal amount thereof, will be equal to the $10 principal amount
and the Supplemental Redemption Amount, if any, calculated assuming (i) the date
of early repayment is the Stated Maturity of the MITTS Securities and (ii) the
Adjustment Factor will be applied to the values used to calculate the
Supplemental Redemption Amount as if the MITTS Securities had not been
accelerated and had remained outstanding to the Stated Maturity.
In case of default in payment of the MITTS Securities (whether at the
Stated Maturity or upon acceleration), from and after the maturity date the
MITTS Securities shall bear interest, payable upon demand of the Holders
thereof, at the rate of % per annum (to the extent that payment of such
interest shall be legally enforceable) on the unpaid amount due and payable on
such date in accordance with the terms of the MITTS Securities to the date
payment of such amount has been made or duly provided for.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the MITTS Securities of each series to
be affected under the Indenture at any time by The Company and the Trustee with
the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of the MITTS Securities at the time Outstanding, as defined in the
Indenture, of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the MITTS Securities of each series at the time Outstanding,
on behalf of the Holders of all MITTS Securities of each series, to waive
compliance by The Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this MITTS Security shall be conclusive and binding upon
such Holder and upon all future Holders of this MITTS Security and of any MITTS
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this MITTS Security.
No reference herein to the Indenture and no provision of this MITTS
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal Amount plus
the Supplemental Redemption Amount, if any, with respect to this MITTS Security
and any interest on any overdue amount thereof at the time, place, and rate, and
in the coin or currency herein prescribed.
<PAGE>
As provided in the Indenture and subject to certain limitations set
forth therein and on the first page hereof, the transfer of this MITTS Security
may be registered on the Security Register of the Company, upon surrender of
this MITTS Security for registration of transfer at the office or agency of the
Company in the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new MITTS Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The MITTS Securities are issuable only in registered form without
coupons in denominations of $10 and integral multiples thereof. This MITTS
Security shall remain in the form of a global security held by a Depository.
Notwithstanding the foregoing, if (x) any Depository is at any time unwilling or
unable to continue as Depository and a successor depository is not appointed by
the Company within 60 days, (y) the Company executes and delivers to the Trustee
a Company Order to the effect that this MITTS Security shall be exchangeable or
(z) an Event of Default has occurred and is continuing with respect to the MITTS
Securities, this MITTS Security shall be exchangeable for MITTS Securities in
definitive form of like tenor and of an equal aggregate Principal Amount, in
denominations of $10 and integral multiples thereof. Such definitive MITTS
Securities shall be registered in such name or names as the Depository shall
instruct the Trustee. If definitive MITTS Securities are so delivered, the
Company may make such changes to the form of this MITTS Security as are
necessary or appropriate to allow for the issuance of such definitive MITTS
Securities.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
Prior to due presentment of this MITTS Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this MITTS Security is registered as the
owner hereof for all purposes, whether or not this MITTS Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this MITTS Security which are defined in the
Indenture but not in this MITTS Security shall have the meanings assigned to
them in the Indenture.
Unless the certificate of authentication hereon has been executed by
The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
MITTS Security shall not be entitled to any benefits under the Indenture or be
valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: July 14, 1999
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series [Copy of Seal]
designated therein referred to in the
within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee By:
Treasurer
By: Attest:
Authorized Officer Secretary
